Banco Santander, S.A. - Domicilio Social: Paseo de Pereda, 9-12. 39004 SANTANDER - R. M. de Santander, Hoja 286, Folio 64, Libro 5º de Sociedades, Inscripción 1ª. C.I.F. A-39000013

Banco Santander, S.A., pursuant to the provisions of the Spanish Securities Market Act (Ley del Mercado de Valores), hereby announces the following:

RELEVANT INFORMATION

Attached is a presentation containing selected quarterly consolidated financial information by segments for 2018 and the first quarter of 2019 which has been prepared following the new organisational structure of the Group as detailed below. The consolidated financial information for the second quarter of 2019 will be provided on this new basis and, therefore, the 2018 and first quarter of 2019 data are provided to allow better quarter-on-quarter and year-on-year comparability. The modification of this information provided by segments does not result in any alteration into the consolidated financial information of the Group, including its results and equity.

This new reporting is the result of the changes to the organisational structure announced at the Investor Day held on 3 April which led to the creation of three regions (Europe, North America and South America) as well as the following modifications to the perimeter of some countries: Santander UK whose perimeter has been aligned to the segregated model according to the requirements of the Banking Reform Act (Ring- fenced and Non Ring-fenced business), and Spain to the local customer related business (with the Boadilla Hub now included within the rest of Europe, the Real Estate Activity Spain unit included within Spain, and Openbank moved from Spain to a new Santander Global Platform area).

The Santander Global Platform (SGP) area has been created to consolidate all the global digital services (Openbank, Open Digital Services, Global Payments Services, and Digital Assets) under a single umbrella.

Regarding the secondary segments, the insurance business, previously included in Retail Banking, is now included in Wealth Management, which has been renamed Wealth Management & Insurance. Furthermore, changes related to the Global Customer Relationship Model have been made, with a recurring annual adjustment to the perimeter between Retail Banking, Santander Wealth Management & Insurance and Santander Corporate & Investment Banking. These changes do not impact the geographic businesses.

Boadilla del Monte (Madrid), 4 July 2019

July 2019

2018 and Q1'19 income statements and balance sheets according to the new reporting structure

Important information

Non-IFRS and alternative performance measures

In addition to the financial information prepared in accordance with International Financial Reporting Standards ("IFRS"), this presentation contains certain financial measures that constitute alternative performance measures ("APMs") as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority (ESMA) on 5 October 2015 (ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS Measures"). The financial measures contained in this presentation that qualify as APMs and non-IFRS measures have been calculated using the financial information from Santander Group but are not defined or detailed in the applicable financial reporting framework and have neither been audited nor reviewed by our auditors. We use these APMs and non-IFRS measures when planning, monitoring and evaluating our performance. We consider these APMs and non-IFRS measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period. While we believe that these APMs and non-IFRS measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute of IFRS measures. In addition, other companies, including companies in our industry, may calculate or use such measures differently, which reduces their usefulness as comparative measures. For further details of the APMs and non-IFRS Measures used, including their definition or a reconciliation between any applicable management indicators and the financial data presented in the consolidated financial statements prepared under IFRS, please see 2019 1Q Financial Report, published as Relevant Fact on 30 April 2019 and 2018 Annual Financial Report, published as Relevant Fact on 28 February 2019. These documents are available on Santander's website (www.santander.com).

The businesses included in each of our geographic segments and the accounting principles under which their results are presented here may differ from the included businesses and local applicable accounting principles of our public subsidiaries in such geographies. Accordingly, the results of operations and trends shown for our geographic segments may differ materially from those of such subsidiaries.

Forward-looking statements

Santander cautions that this presentation contains statements that constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expect", "project", "anticipate", "should", "intend", "probability", "risk", "target", "goal", "objective", "estimate", "future" and similar expressions. These forward-looking statements are found in various places throughout this presentation and include, without limitation, statements concerning our future business development and economic performance and our shareholder remuneration policy. While these forward-looking statements represent our judgment and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. The following important factors, in addition to those discussed elsewhere in this presentation, could affect our future results and could cause outcomes to differ materially from those anticipated in any forward-looking statement: (1) general economic or industry conditions in areas in which we have significant business activities or investments, including a worsening of the economic environment, increasing in the volatility of the capital markets, inflation or deflation, and changes in demographics, consumer spending, investment or saving habits; (2) exposure to various types of market risks, principally including interest rate risk, foreign exchange rate risk, equity price risk and risks associated with the replacement of benchmark indices; (3) potential losses associated with prepayment of our loan and investment portfolio, declines in the value of collateral securing our loan portfolio, and counterparty risk; (4) political stability in Spain, the UK, other European countries, Latin America and the US (5) changes in laws, regulations or taxes, including changes in regulatory capital or liquidity requirements, including as a result of the UK exiting the European Union and increased regulation in light of the global financial crisis; (6) our ability to integrate successfully our acquisitions and the challenges inherent in diverting management's focus and resources from other strategic opportunities and from operational matters while we integrate these acquisitions; and (7) changes in our ability to access liquidity and funding on acceptable terms, including as a result of changes in our credit spreads or a downgrade in our credit ratings or those of our more significant subsidiaries. Numerous factors could affect the future results of Santander and could result in those results deviating materially from those anticipated in the forward-looking statements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

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Important Information

Forward-looking statements speak only as of the date of this presentation and are based on the knowledge, information available and views taken on such date; such knowledge, information and views may change at any time. Santander does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

No offer

The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including, where relevant any fuller disclosure document published by Santander. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only on such information as is contained in such public information having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in this presentation. No investment activity should be undertaken on the basis of the information contained in this presentation. In making this presentation available Santander gives no advice and makes no recommendation to buy, sell or otherwise deal in shares in Santander or in any other securities or investments whatsoever.

Neither this presentation nor any of the information contained therein constitutes an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. Nothing contained in this presentation is intended to constitute an invitation or inducement to engage in investment activity for the purposes of the prohibition on financial promotion in the U.K. Financial Services and Markets Act 2000.

Historical performance is not indicative of future results

Statements as to historical performance or financial accretion are not intended to mean that future performance, share price or future earnings (including earnings per share) for any period will necessarily match or exceed those of any prior period. Nothing in this presentation should be construed as a profit forecast.

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Adapting our reporting to the new organisational structure and according to IFRS 8 requirements

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Main changes in the

organisational structure

  • 3 regions: Europe, North America and South America
  • Converging the business model, the IT&Ops and shared services
  • UK aligned with ring-fencing structure and Spain with the local customer related business

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Creation of Santander Global

Platform (SGP)

  • To accelerate progress towards the best open financial services platform
  • Our digital services are consolidated under a single unit
    • Openbank and Open Digital Services (ODS)
    • Global Payments Services
    • Digital Assets

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Banco Santander SA published this content on 04 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2019 16:22:09 UTC